THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kimou Environmental Holding Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

金茂源

Kimou Environmental Holding Limited

金茂源環保控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6805)

(I) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(II) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION;

AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Kimou Environmental Holding Limited to be held at Room 4&5, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 22 May 2026 at 10 a.m. or any adjournment thereof is set out on pages 35 to 40 of this circular.

A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.kimou.com.cn). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time of the AGM (i.e by 10 a.m. on Wednesday, 20 May 2026 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

24 April 2026

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION ... 11
APPENDIX II — EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE ... 15
APPENDIX III — PROPOSED AMENDMENTS RESULTING FROM THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION ... 19
NOTICE OF ANNUAL GENERAL MEETING ... 35

This circular is prepared in both English and Chinese. In the event of inconsistency, the English text of this circular will prevail.

-i-

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"
the annual general meeting of the Company to be held at Room 4&5, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 10 a.m. on Friday, 22 May 2026 or any adjournment thereof, the notice of which is set out on pages 35 to 40 of this circular

"Articles of Association"
the articles of association of the Company as amended from time to time

"associate"
has the same meaning as defined under the Listing Rules

"Audit Committee"
the audit committee of the Board

"Board"
the Board of Directors

"Cayman Companies Act"
the Companies Act of the Cayman Islands

"CG Code"
Corporate Governance Code, Appendix C1 to the Listing Rules

"Company"
Kimou Environmental Holding Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange

"Director(s)"
the director(s) of the Company

"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

"General Mandate"
general and unconditional mandate proposed to be granted to the Directors to exercise the power to allot, issue or otherwise deal with new Shares (including any sale or transfer of treasury shares of the Company) of up to a maximum of 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the AGM

"Group"
the Company and its subsidiaries

DEFINITIONS

"HK$" or "HKD"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
20 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Memorandum and Articles of Association"
the second amended and restated memorandum and articles of association

"Nomination Committee"
the nomination committee of the Board

"New Memorandum and Articles of Association"
the third amended and restated memorandum and articles of association proposed to be adopted by the Shareholders at AGM

"PRC" or "China"
the People's Republic of China, excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region and Taiwan, China

"Proposed Amendments"
the proposed amendments to the Memorandum and Articles of Association, details of which are set out in Appendix III to this circular

"Remuneration Committee"
the remuneration committee of the Board

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to enable them to repurchase Shares, the aggregate number of Shares of which shall not exceed 10% of the number of issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution at the AGM

"RMB"
Renminbi Yuan, the lawful currency of China

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

"Share(s)"
ordinary share(s) of nominal value of HK$0.1 each in the share capital of the Company

DEFINITIONS

"Shareholder(s)" or "Members"
the holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks, as amended or supplemented from time to time

"treasury shares"
has the meaning ascribed to it under the Listing Rules

"%"
per cent

In this circular, the terms “close associate(s)”, “core connected person(s)”, “controlling shareholder(s)”, “subsidiary(ies)” and “substantial shareholder(s)” shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

LETTER FROM THE BOARD

金茂源

Kimou Environmental Holding Limited

金茂源環保控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6805)

Executive Directors:

Mr. Zhang Lianghong (Chairman of the Board and Chief Executive Officer)

Mr. Huang Qiyang

Mr. Lee Kin Ming

Mr. Huang Shaobo

Mr. Cheung Ka Tsun

Independent Non-Executive Directors:

Mr. Li Xiaoyan

Mr. Liu Da

Ms. Pong Scarlett Oi Lan BBS, JP

Registered office:

Campbells Corporate Services Limited

Floor 4, Willow House

Cricket Square, Grand Cayman

KY1-9010, Cayman Islands

Principal place of business in the PRC:

Longhua Road, Longxi Street

Boluo County

Huizhou City

Guangdong Province, the PRC

Principal place of business in Hong Kong:

Unit E&F, 5/F.

Hung Cheong Factory Building

3 Kwong Cheung Street

Cheung Sha Wan, Kowloon, Hong Kong

24 April 2026

To the Shareholders

Dear Sir or Madam

(I) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(II) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION;

AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of AGM and to provide you with information regarding the resolutions to be put forward at the AGM. Resolutions to be put forward at the AGM include, inter alia: (i) the proposed grant to the

LETTER FROM THE BOARD

Directors of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the proposed re-election of the retiring Directors; and (iii) the proposed amendments to the memorandum and articles of association and the proposed adoption of the New Memorandum and Articles of Association.

PROPOSED GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the proposed General Mandate to issue Shares. An ordinary resolution will be proposed at the AGM to grant to the Directors the General Mandate to exercise the powers of the Company to allot, issue and otherwise deal with new Shares (including any sale or transfer of treasury shares of the Company) up to a maximum of 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of the resolution in relation to such General Mandate. As at the Latest Practicable Date, the Company had 1,107,750,000 Shares in issue. Subject to the passing of the relevant resolution and on the basis that there is no change to the number of issued Shares during the period between the Latest Practicable Date and the date of the AGM, the Company will be allowed to issue a maximum of 221,550,000 Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to such general mandate.

In addition, an ordinary resolution will be proposed at the AGM to approve the grant to the Directors of the Repurchase Mandate to exercise the powers of the Company to repurchase Shares, representing up to 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of the resolution in relation to the Repurchase Mandate.

In addition, an ordinary resolution will be proposed at the AGM to approve the grant to the Directors of the Extension Mandate to increase the total number of Shares which may be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Cayman Companies Act or the Articles of Association to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 16.18 of the Articles of Association, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Huang Shaobo, Mr. Li Xiaoyan and Mr. Liu Da will retire and being eligible, offer themselves for re-election at the AGM.

On 27 March 2026, the Board, having reviewed the Board's composition and noted that Mr. Huang Shaobo, being executive Director and Mr. Li Xiaoyan and Mr. Liu Da, being independent non-executive Directors are eligible for nomination and re-election under the Articles of Association and the Company's policy for nomination of Directors, resolved to make recommendations on the re-election of the above Directors by the Shareholders at the AGM.

Details of the above-mentioned Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

The recommendations on re-election were made in accordance with the Company's policy for nomination of Directors and took into account the diversity aspects (including, without limitation, the Company's specific business needs, gender, age, nationality, skills, language, cultural and educational background as well as industry and professional experience) under the board diversity policy of the Company.

SELECTION CRITERIA AND PROCEDURE FOR NOMINATION OF DIRECTORS

The Board established the Nomination Committee with written terms of reference in compliance with the CG Code. The Nomination Committee is responsible for reviewing and assessing the structure, size and composition of the Board and the independence of the independent non-executive Directors and making recommendations to the Board on appointment and removal of directors.

Selection criteria

In recommending candidates for appointment to the Board, the Nomination Committee will consider candidates on merits against objective criteria and with due regards to the benefits of diversity on the Board in accordance with the board diversity policy adopted by the Company. Diversity of the Board will be considered from a number of perspectives, including but not limited to gender, age, cultural and educational background, industry experience, technical and professional skills and/or qualifications, knowledge, length of services and time to be devoted as a Director. The Company will also take into account factors relating to its own business model and specific needs from time to time. The ultimate decision will be based on merits and contribution that the selected candidates will bring to the Board.

LETTER FROM THE BOARD

Nomination procedures

When considering the appointment or re-appointment of Directors, the Nomination Committee will consider various factors including the background, experience and qualification of the proposed candidates to ensure that the proposed candidates possess the requisite experience, characters and integrity to act as a Director, and other criteria with regard to the benefits of diversity, including but not limited to gender, age, cultural and educational background, or professional experience and taking into account the Group's business model and specific needs, as set out in the board diversity policy adopted by the Company.

RECOMMENDATION OF THE NOMINATION COMMITTEE

Mr. Li Xiaoyan and Mr. Liu Da, the retiring independent non-executive Directors, have met the independence criteria pursuant to Rule 3.13 of the Listing Rules. Moreover, each of Mr. Li Xiaoyan and Mr. Liu Da has given an annual confirmation of independence to the Company. With due consideration of the above factors, the Board believes that Mr. Li Xiaoyan and Mr. Liu Da are independent.

Furthermore, Mr. Li Xiaoyan and Mr. Liu Da, being independent non-executive Directors eligible for re-election at the AGM, the Nomination Committee has considered and believed that:

Mr. Li Xiaoyan ("Mr. Li")

(a) Mr. Li was appointed as an independent non-executive Director on 18 June 2019 and he has held this position for almost seven years. The length of the tenure of Mr. Li on the Board has not affected his independence. Besides, Mr. Li does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and he has given an annual confirmation of independence to the Company;

(b) Mr. Li does not hold seventh (or more) listed company directorship; and

(c) Mr. Li is an expert in solid-liquid separation, membrane filtration and nanotechnology for advanced water and wastewater treatment and resource recovery from wastewater. Mr. Li's extensive experience in engineering and, his working profile and other experience can provide advice to the Board from a professional perspective.

Mr. Liu Da ("Mr. Liu")

(a) Mr. Liu was appointed as an independent non-executive Director on 1 March 2023 and he has held this position for three years. The length of the tenure of Mr. Liu on the Board has not affected his independence. Besides, Mr. Liu does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and he has given an annual confirmation of independence to the Company;

LETTER FROM THE BOARD

(b) Mr. Liu does not hold seventh (or more) listed company directorship; and
(c) Mr. Liu has an extensive experience in auditing, consulting, financing and mergers and acquisition, his working profile and accounting and finance experience can provide advice to the Board from a professional perspective.

In view of the diversified knowledge, experience and skills of each of Mr. Huang Shaobo, Mr. Li Xiaoyan and Mr. Liu Da in their educational backgrounds, academic, engineering, business, finance and accounting professional experiences, the Board believes that their expertise will enable them to fulfill their roles as executive and independent non-executive Directors effectively, provide useful and constructive opinion and make contributions to the Board and the long-term development of the Company.

Based on the diversified background of Mr. Huang Shaobo, Mr. Li Xiaoyan and Mr. Liu Da, including but not limited to cultural and educational background, professional experience, skills and knowledge, it is believed that Mr. Huang Shaobo, Mr. Li Xiaoyan and Mr. Liu Da can contribute to diversity of the Board.

Having considered the above aspects and in view of the contribution that Mr. Huang Shaobo, Mr. Li Xiaoyan and Mr. Liu Da have made and will make to the Board, their re-election will be in the best interests of the Company and the Shareholders as a whole.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 21 April 2026 in respect of the Proposed Amendments.

To comply with the latest regulatory requirements of the Listing Rules relating to the enabling of convening and holding of hybrid general meetings and vote casting by electronic means as well as the applicable laws of the Cayman Islands, the Board recommends the proposed amendments to the Memorandum and Articles of Association and the adoption of the New Memorandum and Articles of Association at the AGM.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisers to the Company as to Hong Kong laws and laws of Cayman Islands have respectively confirmed that the proposed New Memorandum and Articles of Association incorporated with the Proposed Amendments conform with the requirements of the Listing Rules and are not inconsistent with the laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the Proposed Amendments for a Cayman Islands company listed on the Stock Exchange.

The Proposed Amendments as well as the adoption of the New Memorandum and Articles of Association are subject to the Shareholders' approval by way of a special resolution at the AGM, and a special resolution numbered 8 will be proposed at the AGM accordingly.

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 18 May 2026.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 35 to 40 of this circular is the notice of the AGM at which ordinary resolutions will be proposed to the Shareholders to consider and approve, inter alia, (i) the grant to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of the retiring Directors; and (iii) the proposed amendments to the Memorandum and Articles of Association and the proposed adoption of the New Memorandum and Articles of Association.

FORM OF PROXY

A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.kimou.com.cn). Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the AGM (i.e. by 10 a.m. on Wednesday, 20 May 2026 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the AGM or any adjournment if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 13.5 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands.

LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her/its name in the register. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way. As at the Latest Practicable Date, to the extent the Directors are aware, having made all reasonable enquires, no Shareholder has to abstain from voting on any of the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange on the date of the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of the Directors and the declaration and payment of Final Dividend to be proposed at the AGM are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully

By order of the Board

Kimou Environmental Holding Limited

Zhang Lianghong

Chairman

10 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM.

EXECUTIVE DIRECTOR

Mr. Huang Shaobo (黄少波), aged 61, is an executive Director and financial controller of the Group. Mr. Huang is responsible for financial planning and corporate development of the Group.

Mr. Huang has over 32 years of experience in accounting, asset appraisal as well as mergers and acquisitions advisory. Prior to joining the Group, Mr. Huang held executive positions of several audit and asset appraisal firms in the PRC and as corporate advisors of the PRC or Hong Kong branch of several multinational companies from June 1993 to October 2015, responsible for managerial and corporate advisory. Since January 2001, Mr. Huang has been serving as independent certified asset appraiser of Dakson Asset Appraisal Firm* (惠州德信資產評估事務所), responsible for independent audit work and asset appraisals.

Mr. Huang received his diploma in management from Shanxi Fashion Institute of Technology (陕西紡織服裝職業技術學院) (formerly known as Shanxi Textile Industry University (陕西省紡織工業公司職工大學) in July 1986. In May 1997 and December 2001, Mr. Huang was accredited as certified appraiser by the Chinese Appraisal Society and as a certified public accountant by the Chinese Institute of Certified Public Accountants, respectively.

Mr. Huang is the father of Mr. Huang Qiyang, an executive Director.

Mr. Huang has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

Mr. Huang has entered into a service contract with the Company for a term of three years commencing on 24 May 2024 to 23 May 2027 (both days inclusive), subject to termination by either party giving not less than three months' written notice. Mr. Huang shall hold office until the AGM and is subject to retirement from office and re-election at the AGM and thereafter shall be subject to retirement by rotation and re-election requirements in accordance with the Articles of Associations and the Listing Rules. Mr. Huang is entitled to an annual remuneration of HK$500,000. The remuneration is determined by the Remuneration Committee with reference to the remuneration policy, his duties and the prevailing market level of remuneration for executives of similar position.

As at the Latest Practicable Date, Mr. Huang was interested in 29,278,000 Shares, which are registered in the name of Dakson Assets Management Limited (德信資產管理有限公司), a company which is wholly owned by Mr. Huang. Save as disclosed herein, Mr. Huang did not have any interests in the Shares or underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. Mr. Huang was not related to any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

11 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, there is no other information related to Mr. Huang that need to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules nor other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Li Xiaoyan (李曉岩), aged 62, is an independent non-executive Director and a member of the audit committee, the nomination committee and the remuneration committee of the Board. Mr. Li was appointed as an independent non-executive Director on 18 June 2019. He is responsible for providing independent advice to the Board.

Mr. Li has been serving as the professor at the Department of Civil Engineering of the University of Hong Kong since July 2009 and the professor of Tsinghua Shenzhen International Graduate School since July 2018, respectively. Mr. Li is an expert in solid-liquid separation, membrane filtration and nanotechnology in the field of water and wastewater treatment and resource recovery.

Mr. Li received his bachelor's and his master's degrees in Environmental Engineering from Tsinghua University in the PRC in June 1986 and June 1990, respectively, and subsequently obtained his Ph.D. degree from the University of Arizona in the United States in August 1996.

Mr. Li received the Outstanding Young Overseas Researcher Award from the National Natural Science Foundation of China (國家自然科學基金委員會) in 2004, the First-Class Scientific Research Outstanding Achievement Award (Science & Technology) in 2012 and the Second-Class State Natural Science Award in 2014 from the Ministry of Education of the PRC (中華人民共和國教育部).

Save as disclosed above, Mr. Li does not hold any position in the Company and its subsidiaries. Mr. Li has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Li did not have any interests in the Shares or underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. He did not have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Li has entered into a service contract with the Company for a term of three years commencing on 25 May 2023 to 24 May 2026 (both days inclusive), subject to termination by either party giving not less than three months' written notice and the retirement by rotation and re-election requirements in accordance with the Articles of Association and the Listing Rules. Mr. Li is entitled to an annual remuneration of HK$300,000. The director's fee of Mr. Li has been determined by the Remuneration Committee with reference to his qualifications, experience and level of responsibilities undertaken and the prevailing market conditions.

12 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, there is no other information related to Mr. Li that need to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules nor other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

Mr. Liu Da (劉達), aged 51, is an independent non-executive Director and chairperson of the audit committee of the Board. Mr. Liu was appointed as independent non-executive Director on 1 March 2023. He is responsible for providing independent advice to our Board.

Mr. Liu served as an audit manager and a senior audit manager of PricewaterhouseCoopers ("PwC") Guangzhou Office from 1998 to 2009 and Chicago Office from 2005 to 2007. Mr. Liu provided audit and consulting services to a number of global top 500 enterprises and overseas listed Chinese companies during his tenure of office in PwC. Mr. Liu was appointed as an executive director and the chief financial officer of the Landsea Green Properties Co., Ltd. (朗詩綠色地產有限公司), a company listed on the Main Board of the Stock Exchange (now known as Landsea Green Management Limited (朗詩綠色管理有限公司), stock code: 106) from 31 July 2013 to 5 January 2015 and was appointed as an independent non-executive director of LongJi Tai He Holding Limited (隆基泰和控股有限公司), a company listed on the Main Board of the Stock Exchange (now known as Xinda Investment Holdings Limited (鑫達投資控股有限公司), stock code: 1281) from 26 February 2015 to 16 October 2015. Mr. Liu was appointed as an independent director of Guangdong Dongfang Precision Science & Technology Co., Ltd. (廣東東方精工科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002611) from 12 August 2022 to 2 September 2024.

Mr. Liu is currently serving as an independent non-executive director of Heng Fai Enterprises Limited (恆輝企業控股有限公司), a company listed on the Main Board of the Stock Exchange (now known as Zensun Enterprises Limited (正商實業有限公司), stock code: 185) since 27 July 2015. Currently, Mr. Liu is the managing partner of Key Wealth Capital Company Limited* (恆華資本有限公司), providing capital market services and overseas mergers and acquisition services to Chinese enterprises.

Mr. Liu graduated from the University of International Business and Economics* (對外經濟貿易大學) with a major in international business administration and obtained a bachelor's degree in Economics. He is also a member of the Chinese Institute of Certified Public Accountants.

Save as disclosed above, Mr. Liu does not hold any position in the Company and its subsidiaries. Mr. Liu has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Liu did not have any interests in the Shares or underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO. He did not have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Liu has entered into a service agreement with the Company for a term of three years commencing on 25 May 2023 to 24 May 2026 (both days inclusive), subject to termination by either party by giving not less than three months' written notice and the retirement by rotation and re-election requirements in accordance with the Articles of Association and the Listing Rules. Mr. Liu is entitled to an annual remuneration of HK$300,000. The director's fee of Mr. Liu has been determined by the Remuneration Committee with reference to his qualifications, experience and level of responsibilities undertaken and the prevailing market conditions.

Save as disclosed above, there is no other information related to Mr. Liu that need to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules nor other matters that need to be brought to the attention of the Shareholders and the Stock Exchange.

In addition, as far as the Directors are aware, there is no other matter concerning the three aforementioned Directors that needs to be brought to the attention of the Shareholders and there is no information relating to these Directors required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the SFO subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,107,750,000 Shares in issue (excluding treasury shares, if any). Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that there is no change to the number of issued Shares before the AGM, the Company will be allowed to repurchase a maximum of 110,775,000 Shares which represent 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of the resolution.

REASONS OF THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use for share grants, including but not limited to share awards and share options under share schemes that comply with Chapter 17 of the Listing Rules as a motivation and long-term incentive to attract, retain and optimize the performance efficiency of the grantees for the benefits and long-term growth of the Group for other purposes permitted under the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

FUNDING OF THE REPURCHASE

The Company is empowered by its Articles of Association to repurchase its Shares. In repurchase of its Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Cayman Companies Act and the Listing Rules. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. The Cayman Companies Act and the Articles of Association

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

provide that payment for a share repurchase may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or subject to the Cayman Companies Act, out of capital of the Company. In addition, under the Cayman Companies Act, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

IMPACT OF REPURCHASES

The Directors propose that any such repurchase of Shares would be appropriately financed by the Company's internal resources and/or available banking facilities. The Directors consider that if the Repurchase Mandate is to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not intend to exercise the Repurchase Mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

The Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate, if the same is approved by the Shareholders.

No connected person, as defined in the Listing Rules, of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has any such connected person undertaken not to do so, in the event that the grant of Repurchase Mandate to the Directors is approved by the Shareholders.

APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands and in accordance with the regulations set out in the Articles of Association.

The Directors confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As of the Latest Practicable Date, the largest Shareholder, Flourish Investment International Limited directly held 532,528,000 Shares, representing approximately 48.07% of the total number of Shares in issue (excluding treasury shares, if any). To the best knowledge of the Directors, Flourish Investment International Limited is a company incorporated in the British Virgin Islands with limited liability. The issued share capital of Flourish Investment International Limited is wholly-owned by Mr. Zhang Lianghong. For the purpose of the SFO, Mr. Zhang Lianghong is deemed to have an interest in the Shares held by Flourish Investment International Limited. In the event that the Directors exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, the shareholding interests of Mr. Zhang Lianghong and Flourish Investment International Limited would increase from approximately 48.07% to approximately 53.41% of the total number of Shares in issue (excluding treasury shares, if any). Flourish Investment International Limited and Mr. Zhang Lianghong may be obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent so as to give rise to such obligation. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

In addition, the Directors do not have any intention to exercise the Repurchase Mandate to the effect that it will result in the public float to fall below the percentage as required under the Listing Rules or such other minimum percentage agreed by the Stock Exchange from time to time.

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

APPENDIX II

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

Month	Highest traded price HK$	Lowest traded price HK$
2025
April	1.42	1.21
May	1.86	1.38
June	1.98	1.70
July	1.90	1.80
August	2.44	1.80
September	2.44	2.21
October	2.45	2.28
November	2.29	2.14
December	2.60	2.22
2026
January	2.68	2.40
February	2.65	2.42
March	2.79	2.49
April (up to the Latest Practicable Date)	2.90	2.70

APPENDIX III